Vivendi’s Management Board and its largest shareholder Chairman of the Supervisory Board, Vincent Bolloré, received the inscription of three external draft resolutions for the meeting of April 17, 2015. Some of the group‘s answers turned to intimidation if not to misleading information …

The first resolution proposed A, for the maintenance of simple voting rights, following the campaign of Phitrust, advised by Proxinvest. A group of top investors came to support the draft resolution A. These include the pension fund of the British railway, Railpen, the giant of the British insurance Aviva Investors, of the largest Dutch pension fund PGGM, the US giant CalPERS, famous retirement funds of the Californian State employees, the giant collective management in France, Amundi with his little sister CPR AM, a subsidiary of Crédit Agricole, Natixis group’s asset management subsidiary DNCA Finance, the Edmond Rothschild asset management subsidiary and the big French mutual insurance group OFI-Macif.

They all decided to participate to the tabling of this resolution calling for the maintenance of simple voting rights in the articles of association on the agenda of the April 17, 2015 General Meeting of Vivendi.

In line also with the Proxinvest Voting Policy for 2015 we warmly support this resolution.

Two other resolutions B and C on the dividend distribution were presented by P. Schoenfeld Asset Mgt. (PSAM) a New York money manager, and Proxinvest has had the opportunity to discuss with the Management Board of Vivendi and with Peter Schoenfeld on these.

PSAM considers that the proposed payment of 1.3 billion dividends to shareholders is in no way related to the 17 billion seen following the group recent divestments. It proposes a first dividend increase (resolution B) to be paid for the year 2014 to 2,900,000,000 € instead of 1.3 billion € planned, then other massive distribution of cash to September 2015 (resolution C).

Proxinvest ECGS French member completed its ECGS research report soon available on the on line ECGS Shop.

Besides French investors were highly surprised by the content of a letter of March 27 by the Vivendi’s Management Board to its US shareholder P. Schoenfeld Asset Mgt. (PSAM) as published on the company’s website.

Vivendi, which did not earlier mention in the shareholding section of its annual report any statutory or legal ownership limitation for non EC investors, reminds PSAM of this 1986 legal limitation for non-EU shareholders of French television companies : it suggests that in case the investor would exceed 20% of the company this “would very deeply harm the company ” and would oblige Vivendi to court assignments leading to potential fines of 5 up to 9 billions euros. In Proxinvest opinion such public baseless astronomical amounts turns to misleading information.

Besides , as in earlier similar cases here, the issuer is threatening shareholders having no takeover intentions of a concerted action with unknown other shareholders only on the grounds that he convinced some investors to vote in favor of his external resolution. This clear is an opportunity for the French AMF to remember that the dialogue among investors and their common intent to vote in the same way , whatever it is, should never in itself only constitutes a take-over concert situation.

Shareholders should not be unduly discouraged to cast freely their vote at the General Meeting of 17 April.

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